LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”), MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (“Irish Holdco”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), each of the parties listed on Schedule A hereto (together with any shareholders, officers or directors of MariaDB Corporation Ab or transferees who become parties hereto as “Major Holders” after the date of this Agreement, the “Major Holders”) and each of the parties listed on Schedule B-1 and Schedule B-2 hereto (together with any shareholders, officers or directors of APHC or transferees who become parties hereto as “Other Holders” after the date of this Agreement, the “Other Holders”) (together the “Parties” and each a “Party”). The Sponsor, the Major Holders and the Other Holders are referred to herein, individu
DATED [•] 2022 MARIADB PLC AND [DIRECTOR] DEED OF INDEMNIFICATION MATHESON Dublin 2 Ireland TEL: + 353 1 232 2000 FAX: +353 1 232 3333MariaDB PLC • December 22nd, 2022 • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made and entered into by and among MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (the “Company”), Angel Pond Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), Theodore Wang and Lionyet International Ltd. (collectively, the “Sponsor Principals”) and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.1 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED WARRANT AGREEMENT among MARIADB PLC, KREOS CAPITAL IV (EXPERT FUND) LIMITED and MARIADB PLC, as Warrant AgentWarrant Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made, effective as of the Merger Effective Time (as defined below), by and among MariaDB plc, a public limited company incorporated in Ireland with registered number 606330 (formerly known as Mangomill plc) (the “Company”), Kreos Capital IV (Expert Fund) Limited (“Kreos”) and the Company, as warrant agent (the “Warrant Agent”).
DATED [•] 2022 MARIADB USA, INC. AND [DIRECTOR] INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software
POST-AMENDMENT ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • New York
This Agreement (this “Agreement”) is made as of 16 December, 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (“Angel Pond”), MariaDB Public Limited Company (f.k.a. Mangomill Public Limited Company), a public company limited by shares incorporated in Ireland (the “Company”), Computershare Inc., a Delaware corporation (“Computershare Inc.’’) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare Inc., “Computershare”), as Warrant Agent.
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • New York
This Warrant Amendment Agreement (this “Agreement”) is made as of 16 December, 2022, by and among Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as existing Warrant Agent (“Continental”), Computershare Inc., a Delaware Corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, (“Trust Company”, and together with Computershare Inc., “Computershare”), as the successor Warrant Agent.
DEED OF INDEMNITY RIGHTSDeed of Indemnity Rights • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software • Delaware
This Deed of Indemnity Rights, dated as of December 16, 2022 (this “Agreement”), is by and between MariaDB plc, an Irish public limited company (formerly known as Mangomill plc, “Irish Holdco”), and the undersigned director or officer of Angel Pond Holdings Corporation, a Cayman Islands exempted company (“APHC”).
ASSUMPTION, AMENDMENT AND RESTATEMENT AGREEMENTAssumption, Amendment and Restatement Agreement • December 22nd, 2022 • MariaDB PLC • Services-prepackaged software
This Assumption, Amendment and Restatement Agreement (this “Agreement”) is made as of September 8, 2022, by and among MariaDB Corporation Ab, a Finnish private limited liability company with business identity code 2344661-1 (“MariaDB”), Mangomill plc, a public limited company incorporated in Ireland with registered number 606330 (the “Company”), Kreos Capital IV (Expert Fund) Limited (“Kreos”) and Mangomill plc, a public limited company incorporated in Ireland with registered number 606330, as warrant agent (the “Warrant Agent”).
